Integration Partner Program Agreement

The terms for software vendors, platforms, marketplaces and integrators that build RapidCents payments into their own product. It sets out what you may build, what RapidCents keeps — the payment stack, the registrations, underwriting, pricing and risk — how a merchant is attributed to you, how revenue share is earned and reversed, and the one thing an integration partner may never do: quote a rate.

1. Who this is for

This agreement governs the RapidCents Integration Partner Program: software vendors, platforms, marketplaces, point-of-sale developers, agencies and system integrators that build RapidCents payments into their own product, or connect their product to it, so that their customers can accept payments through RapidCents.

It applies from the moment you are accepted into the program or first use a production credential, whichever is earlier. The Developer Terms govern your use of the APIs, SDKs, sandbox and documentation and apply in addition to this agreement; where the two conflict on a technical obligation, the Developer Terms govern.

Nothing here makes you a payment service provider, a payment facilitator or a party to any merchant’s Services Agreement. Every merchant contracts directly with RapidCents.

2. What you build, and what RapidCents keeps

You may integrate the Services into your product using the interfaces RapidCents publishes, and present RapidCents payment functionality to your customers, in the ways the Developer Terms and your integration approval permit.

RapidCents operates the payment stack, holds the regulatory registrations, underwrites and onboards each merchant, holds the merchant relationship for the payment service, sets pricing, makes risk decisions and settles funds. You operate your product. An integration does not transfer any of those functions to you.

You will not hold, route, pool, or take control of merchant settlement funds, will not set or deduct your own fees from a merchant’s settlement unless RapidCents has approved a specific arrangement in writing, and will not present yourself as the provider of the payment service.

You will not store, log, cache or transmit a full card number, track data, a card verification value or a PIN at any point, and will use the tokenization and hosted components RapidCents provides. Clause D.2 of the Services Agreement and the PCI DSS obligations in the Developer Terms apply to you in respect of anything your product touches.

RapidCents may require your integration to pass a review or certification before it is enabled in production, may re-review it after a material change, and may disable a credential or an integration that fails a review, creates a security risk, or breaches the Network Rules.

3. Your customers, and who supports them

You are responsible for your product, for your contract with your customer, for what your product does with a payment instruction, and for first-line support of your own software. RapidCents is responsible for the Services and supports a merchant on matters within them.

You will tell your customer clearly that payments are provided by RapidCents, will not represent RapidCents functionality as your own regulated service, and will route a merchant to RapidCents for anything concerning underwriting, pricing, settlement, risk decisions, disputes or account status.

You will not act on a merchant’s behalf with RapidCents, or give RapidCents an instruction about a merchant’s account, unless that merchant has authorized it in a form RapidCents accepts.

Where your product initiates transactions on a merchant’s behalf, you will do so only on that merchant’s instruction and within the authority it has given, and you will keep the records clause H.4 of the Services Agreement requires.

4. What you may not say about pricing

Never quote a rate, a saving or an approval. Only RapidCents can price an account, and only the Fee Schedule a merchant is given before signing states what they will pay.

As an integration partner you have no authority to set, quote, confirm, guarantee or negotiate pricing on RapidCents’ behalf, and no authority to approve a merchant, to promise approval, or to commit RapidCents to anything.

You will not state or imply to a merchant or a prospect that:

• (a) A particular rate, markup, fee, saving or effective rate is available to them, will be offered to them, or is guaranteed.
• (b) A rate quoted, modelled or estimated at any time — including in a statement review, a calculator, a proposal or a conversation — will be the rate they are charged.
• (c) A promotion will be available when they apply. Promotions are time-limited, can be withdrawn or changed at any time, and the promotion that can be applied is the one open on the day the merchant applies.
• (d) Their application will be approved, or approved on any particular terms.
• (e) RapidCents will not change a fee, or that a rate is locked, fixed or protected for any period.
• (f) They are bound for a term, or that any RapidCents agreement carries a minimum term, a commitment period or an early termination fee. None does.

Pricing is set by RapidCents during underwriting and is stated in the Fee Schedule issued to the merchant before it accepts the Services Agreement. Only that Fee Schedule binds RapidCents. Point a prospect at the published Fee Disclosures and at the statement review rather than at a number of your own.

You will use only the marketing materials, claims and figures RapidCents has published or approved in writing, will not alter them, and will correct anything you have said that RapidCents tells you is inaccurate. You will indemnify RapidCents for any claim, loss or liability arising from a representation you made that this clause did not permit.

5. How you are paid, and when it is taken back

Your revenue share is set out in the program schedule RapidCents gives you. It is earned on merchants that actually process, and it is reversed if a merchant is reversed — a chargeback loss, a fraudulent application, an account closed early or a referral that was not genuinely yours.

The amount, the basis of calculation and the payment schedule of your revenue share are set out in the program schedule RapidCents provides to you. No amount is stated in this agreement, and the program schedule governs.

A revenue share is earned only where: the merchant was introduced by you in accordance with this agreement and the attribution rules in clause 6; the merchant completed an application, was approved, accepted the Services Agreement and began processing; and the merchant is not an existing RapidCents merchant, a former merchant within the period the program schedule states, a merchant already in RapidCents’ pipeline, or a business you or an affiliate of yours control.

RapidCents calculates revenue shares from its own records of merchant activity, which are determinative absent manifest error. A statement of what is payable is made available on the cycle the program schedule states, and you have thirty (30) days from it to query an amount; after that it is treated as accepted.

RapidCents may set off against a revenue share any amount you owe it, and may withhold payment where it reasonably suspects a breach of this agreement, fraud, or a misrepresentation, while it investigates.

A revenue share already paid may be reversed, and a revenue share not yet paid cancelled, where:

• (a) The merchant’s account is closed, terminated or never begins processing, within the period the program schedule states.
• (b) The merchant was approved on information that proves to be false, or the application was fraudulent.
• (c) RapidCents suffers a loss on the merchant, including an unrecovered chargeback, a negative balance, a fine or a write-off.
• (d) The introduction was not genuinely yours, was already attributed to another partner or to RapidCents, or resulted from conduct this agreement prohibits.
• (e) You breach this agreement.

You are an independent contractor. You are responsible for your own taxes, registrations, withholdings and filings, and you will give RapidCents the tax information it needs to pay you. Nothing in this agreement creates a partnership, a joint venture, an employment relationship or an agency, and you have no authority to bind RapidCents.

RapidCents may change the program schedule on thirty (30) days’ notice. A change applies to merchants introduced after it takes effect, and does not reduce an amount already earned.

6. Attribution of a merchant to your integration

A merchant is attributed to you where it applies through your integration, through a link or platform identifier RapidCents issued to you, or where RapidCents’ records otherwise show your integration as the source.

Where more than one partner could claim a merchant, the first attribution recorded in RapidCents’ systems governs. Where a merchant applies directly and later connects your product, no revenue share is payable on it unless the program schedule says otherwise.

RapidCents’ attribution records are determinative absent manifest error. Raise an attribution question within thirty (30) days of the statement that would have carried it.

7. Compliance, conduct and the law that applies to you

You will comply with every law that applies to how you market, including the Federal Trade Commission Act and state law on unfair or deceptive acts and practices, the FTC Endorsement Guides, the CAN-SPAM Act, the Telephone Consumer Protection Act and the Telemarketing Sales Rule including the national and state do-not-call registries and the rules on automated calls and text messages, and federal and state privacy and data protection law.

You will disclose clearly and conspicuously, wherever you promote RapidCents, that you receive compensation for it. The disclosure must be where a reader will see it before they act, not behind a link or at the foot of a page.

You will not:

• (a) Send unsolicited commercial email, text messages or calls, or market to a person who has not given the consent the law requires or who has opted out.
• (b) Bid on, purchase or use RapidCents trademarks, brand terms, or close variants of them, in paid search, in a domain name, in an app name, or in a social media handle, without RapidCents’ prior written consent.
• (c) Represent yourself as RapidCents, as an employee or agent of RapidCents, or as authorized to speak for it, or operate a site, page or account that a reasonable person would take for an official RapidCents property.
• (d) Make a claim about RapidCents, its products, its pricing, its security or a competitor that RapidCents has not published or approved, or that is false, misleading, disparaging or unsubstantiated.
• (e) Promote RapidCents on, or alongside, content that is illegal, deceptive, hateful, sexually explicit, infringing, or within a category the Acceptable Use Policy prohibits.
• (f) Use an incentive, rebate, cashback, giveaway or payment to a merchant to induce an application, unless RapidCents has approved it in writing.
• (g) Submit an application, or cause one to be submitted, other than by a merchant genuinely seeking the Services, or create, pad or inflate a referral.
• (h) Offer, give, solicit or accept a bribe, a kickback or an improper payment in connection with this agreement, or act contrary to anti-corruption, sanctions or anti-money-laundering law.

You will keep records sufficient to show compliance with this clause, including consent records for any electronic message you send, for two (2) years, and will produce them to RapidCents on request.

RapidCents may require you to remove or change any material, may suspend your participation immediately where it reasonably suspects a breach, and may terminate this agreement under clause 9. Compensation attributable to a merchant introduced in breach of this clause is not earned and is reversible under clause 5.

8. Trademarks, confidentiality and data

RapidCents grants you a non-exclusive, non-transferable, revocable licence to use the RapidCents name, logos and approved marketing materials solely to promote the Services under this agreement and in accordance with the Trademark Notice. The licence ends when this agreement ends, and you will stop using the marks and remove them from your materials within ten (10) days.

You will not register, or attempt to register, a trademark, domain name, app name or business name that includes a RapidCents mark or a confusingly similar term.

Each party will keep the other’s confidential information confidential and use it only for this agreement. Merchant lists, pipeline information, pricing, program schedules and commission terms are RapidCents’ confidential information.

Where you give RapidCents personal information about a prospect or a merchant contact, you confirm you have the authority and consent to do so, and you will comply with privacy law in collecting and sharing it. RapidCents handles it under the RapidCents Privacy Policy. Where RapidCents gives you personal information, you will use it only for this agreement, will protect it, and will delete or return it when this agreement ends.

You will not contact, solicit or market to a RapidCents merchant using information you obtained through this agreement, for any purpose other than this agreement, during its term and for twelve (12) months after it ends.

9. Term, suspension and termination

This agreement begins when you are accepted into the Integration Partner Program and runs until either party ends it. Either party may end it at any time on thirty (30) days’ written notice, without cause and without penalty. There is no fixed term and no minimum term.

RapidCents may suspend or end it immediately, without notice, where you breach clause 4, clause 7 or clause 8, where RapidCents reasonably suspects fraud or a misrepresentation, where a regulator, a card network or the Acquirer requires it, or where your conduct creates a risk to RapidCents, to a merchant or to the Services.

On termination you will stop promoting the Services, stop using the marks, and remove RapidCents references, links and tracking from your materials. Compensation earned before termination and not reversible under clause 5 is paid on the normal cycle; nothing is earned on a merchant introduced after termination.

Clause 4, clause 5 (so far as it provides for reversal and set-off), clause 7 (records), clause 8, this clause and clause 10 survive termination.

10. Liability, indemnity, law and notices

You will indemnify RapidCents, its affiliates and their directors, officers and employees against every claim, loss, fine, penalty and cost, including reasonable legal fees, arising from your breach of this agreement, from a representation you made that clause 4 did not permit, from your marketing, or from your handling of personal information.

To the fullest extent the law permits, RapidCents is not liable to you for loss of profit, loss of expected compensation, loss of business or any indirect, incidental, special, consequential or punitive loss. RapidCents’ total liability under this agreement does not exceed the compensation paid to you under it in the twelve (12) months before the event giving rise to the claim.

RapidCents makes no commitment that the program will continue, that any merchant will be approved, that any level of compensation will be reached, or that the Services will remain available in any form. Participation is not exclusive, and RapidCents may run other programs, work with other partners, and market directly to anyone, including a merchant you introduced.

This agreement is governed by the laws of the State of Delaware and the federal laws of the United States, and the state and federal courts located in Delaware have jurisdiction, except where RapidCents elects to resolve a dispute by arbitration administered by the American Arbitration Association on the basis set out in clause E.7 of the United States version of the RapidCents Services Agreement. Each party waives any right to a trial by jury.

RapidCents may change this agreement on thirty (30) days’ notice to the contact details you have given. Continuing to participate after a change takes effect is acceptance of it. Notices to RapidCents go to [email protected] and to RapidCents Inc., 43300 Southern Walk Plaza, #166, Ashburn, Virginia 20148, United States.

Governing law

The laws of the State of Delaware and the federal laws of the United States.